Rise of the Shadow Ponies
by Sithicus
Summary: The Elements of Harmony have been found, but now something will threaten all of Equestria as *GASP* Nightmare Moon returns!
1. Chapter 1

**Author's Notes:** I have chosen to post his here in the hopes of garnishing more attention and interest for it. I hope that my fellow Pony enthusiasts will enjoy it.

_Disclaimer: The characters appearing in this story are the property of Hasbro and the Hub, based on the series My Little Pony: Friendship is Magic written and produced by Lauren Faust. The author of this fanfiction claims no ownership of any characters appearing in this story, with exception to the six OCs he has created with the help of some insight from fellow Pony fans on certain things. The rest are not mine and will never be mine despite my growing attachment to all things Pony._

* * *

The magical realm of Equestria exists in a happy carefree dimension. It is a beautiful land of hope and love, friendship and magic, the citizens of this land are not unlike you or I… But there is one fundamental difference between them and us. The citizens of Equestria are magical talking ponies.

Equestria was created by two powerful ponies, Princess Celestia and her sister Princess Luna – for a time there was peace in Equestria, using her magic Celestia was responsible for bringing the sun to the heavens while her sister – Princess Luna – was in charge of the moon.

But as time wore on Princess Luna began to grow jealous of her sister's popularity. The citizens of Equestria would frolic and play during the day, but only ever slept during the night. Eventually Princess Luna's jealousy transformed her – twisting her into a dark and dangerous entity calling herself – Nightmare Moon.

Celestia tried to bring her sister back from this all-consuming darkness, but Nightmare Moon bore little resemblance to her lost sibling. And with a heavy heart she banished Nightmare Moon into the moon. But eventually – the alignment of the stars was perfectly in tune and Nightmare Moon escaped – determined to plunge all of Equestria into permanent night.

Princess Celestia had foreseen this – and so tasked her most favorite student a simple mission – she was to go out and make some friends.

This mission seemed wasteful to her student who had learned that in order to prevent Nightmare Moon from succeeding she needed instead to find the Elements of Harmony – unfortunately upon arriving in Ponyville from Canterlot Twilight Sparkle failed in her self-appointed mission to learn about the Elements of Harmony.

Nightmare Moon escaped and imprisoned Celestia – she was determined to punish all of ponydom for her long years of banishment, but a group of ponies – brave and stalwart – decided to help Twilight Sparkle in her quest to retrieve the Elements of Harmony and thwart Nightmare Moon.

They were Applejack – a down to Earth, hard working Earth Pony in charge of Sweet Apple Acres. Rainbow Dash – a fast and high flying Pegasus Pony who dreamed of one day joining the Wonderbolts. Pinkie Pie – a fun loving party gal who enjoyed singing and making up songs – as well as having a sweet tooth. Rarity – a Unicorn Pony who made dresses for all the residents of Ponyville and lived fashionably. And Fluttershy – a kind hearted timid creature who was friends with all of the little woodland creatures.

Together this band of young foals managed to reach the resting place of the five Elements of Harmony and successfully thwarted Nightmare Moon's plot – in doing so they brought Princess Luna back to her right mind and body – the younger Princess repented and left with her sister Celestia, but that is far from the end of this little tale.

* * *

The spectral essence of the being once known as Nightmare Moon found herself tumbling through an inky black void – her existence had been tied to the dark and overwhelming jealousy of the young Princess, but as time went on she had changed. She had become a being in her own right – using the young Princess' body like a parasite until she exhibited a soul all of her own.

Nightmare Moon was darkness – she represented the eternal opposite of the balance that allowed all of Equestria to exist in harmony – she represented evil. Evil was an alien concept to the ponies of Equestria – there were dangerous animals living in the Everfree Forest, but these were not inherently evil or good. They were just animals after all.

True evil did not exist in the realm of Equestria – for Celestia and Luna had created the place with joy in their minds and hearts – using godlike abilities no other pony had ever demonstrated before or since.

And there were ponies before – not as many, but they had existed – these ponies were the progenitors of the pony race. After all – everything can't simply spring from nothing. However – the concept of Evil was not represented in a land such as Equestria – no, that concept existed outside of the Equestria realm in a small plane of existence known as Centurious.

This realm had existed long before Equestria was born – here creatures of unspeakable power cantered across the lands – until the coming of a dark nameless entity who festered as a cancer would upon the realm. Centurious was transformed into a realm of pure evil – controlled by a ruthless tyrant who employed brutish creatures as slaves.

His name was Tirac. And long had he observed the creatures of Equestria through mystic arts – now he drew the creature that had been Nightmare Moon to his side with his magical power – a smile curled on his dark lips.

Nightmare Moon reformed into a slightly shorter form – wispy tendrils of black energy flickered across her mane and her eyes slowly took in the strange sight before her.

"Greetings, Nightmare Moon," a dark toned person informed – his voice was deep and tainted by evil.

"Who are you? And where am I?" Nightmare Moon demanded flapping her wings slightly in agitation.

"This is the realm of Centurious, a place outside of Equestria's boarders." The speaker laughed slightly and emerged into the light – he was a massive looking four legged beast with dark red and purple fur – twin horns jutted out from a strange and unnatural head and his face resembled that of a simian. "And I am Tirac, my species is known as Centaur," he informed smoothly.

"Why have you brought me here?" Nightmare Moon asked unafraid by the alien nature of this odd mixture of 'monkey' and horse.

Tirac chuckled and his clawed hand stroked something beside him on the armrest of his throne. "I have summoned you to my realm so that I may learn more of Equestria and spread my influence into its enchanted realm. Surely you wish to punish those wretched ponies for what they did to you?" he suggested a cunning smile spreading across his lips.

"You take me for somepony gullible enough to fall for such an obvious trap," Nightmare Moon informed with a cruel smirk on her equine lips. Before Tirac could react the winged pony lashed out with her own brand of magic and sent him stumbling backwards from his throne.

"Impossible!" Tirac cursed. "None are a match for my power!"

Ignoring the feeble words Nightmare Moon approached the throne and discovered the source of Tirac's power. It was a small satchel squirming and writhing with dark energies – stolen energies if Nightmare Moon was any judge of such things. Nightmare Moon laughed as she tapped into these energies and absorbed them – gaining the power within.

"My rainbow of darkness!" Tirac shouted angrily charging the pony. "Give that back to me!" he ordered.

"Your Rainbow of Darkness!" Nightmare Moon snapped irritably.

Tirac balked at the power coursing through the Pegasus unicorn's body. "I am its master," he stated coldly. "It will not obey you."

Nightmare Moon broke into a wild deranged laugh that shook the very foundations of Centurious' realm. "You are a paltry and weak minded tyrant who understands nothing of the power you wield," she told him icily. "This is no mere Rainbow of Darkness. This is the essence of Equestria that my foolish sister and I purged from it during its creation. The evil had to go somewhere, thank you, Tirac, for holding on to it for us. Now I will prove to my dear sister Princess Celestia and my former host Princess Luna, just what real magic is," Nightmare Moon said. With a flurry of wind and a swirling of dark magic she exploded into a brilliant rainbow of light and vanished from Centurious.

Tirac felt his realm collapsing around him as Centurious' light was completely snuffed out. "This can not be happening," he stated darkly. "Scorpan, Scorpan!" he shouted for his retainer.

An ugly gargoyle came rushing into the room his expression afraid as the cries of the dieing could be heard. "You summoned me, my master," he stated bowing to one knee.

"We will not be destroyed with our realm. The ponies shall pay for this, Scorpan, open a portal to Equestria immediately!" he demanded.

"But, Tirac? Your power?" Scorpan flinched as he was struck across the face.

"Has been stolen by the ponies!" he lied. "We must reclaim it and rebuild Centurious. Now, open the portal!" Tirac bellowed.

Scorpan nodded and quickly waved his arms in the ancient way of his people. Within seconds a shimmering doorway of darkness appeared.

Grunting Tirac charged forward.

Scorpan was quick to follow after him. And not a moment too soon – for once they passed through the threshold of the doorway between realms Centurious collapsed into non-existence and all of its denizens perished.

* * *

My Little Pony My Little Pony, ah, ah, ah, ah! *Music Starts*

**My Little Pony: Friendship is Magic**

**Coming of the Shadow Ponies, Part One: Rainbow of Darkness**

* * *

Nightmare Moon exploded into existence once more within the realm of Equestria – specifically the location of her defeat at the hands of the six ponies that had tapped into the Elements of Harmony – laughing she trotted through the door of the old ruin.

Glancing about at the Everfree Forest and the denizens that she could sense with her new power – she glanced skyward at the slowly moving yellow orb currently spreading its light across the land.

Nightmare Moon's lip curled. "She still has her defenders, the Elements of Harmony are equal in strength to this new power I have absorbed," she said to herself. "But if I were to claim those baubles I could taint their essence and make them dark, yes turn them from Elements of Harmony into Essences of Discord." Nightmare Moon noticed a stream nearby and moved towards it. "Water, the basic element that all creatures in existence possess and require to live, perfect, if my 'sister' can possess her defenders then I too shall possess allies," she said.

Nightmare Moon's horn began to glow with dark energies and a jet of water burst out of the stream.

"Sugar, spice and everything nice, that's what little ponies are made of," Nightmare Moon muttered under her breath as her power drew other elements from around the forest into the jet of water. "But we'll need something far more, in keeping with my desires to purge this land in darkness and keep the sun away forever! Moonbeams, shadows and everything wicked, that's what my little ponies will be made of," she stated infusing the water with her magic.

The jet of water began to spiral into six familiar looking shapes, beams of moonlight intertwined with the liquid, the shadows of the surrounding forest elongated and also intermixed with the shapes being created, flickering from her mane the 'Rainbow of Darkness' infused wickedness and evil into the six beings.

One by one they changed from something formless into something resembling ponies, they looked like ponies, they opened their eyes like ponies, but there was something strangely sinister about them.

"I don't like this coloring," the dark brown pony with the gold mane on the left stated as she glanced at herself. "Fix it!" she barked.

Nightmare Moon glared at her. "You are ordering your creator!" she snapped.

"Well d'uh, we want to look good, not like cheap knock-offs," the pony informed with a sneer.

"Perhaps a tad too willful," Nightmare Moon observed softly. "But that can be fixed," she added preparing to blast the ungrateful brat into oblivion.

"Can't do that," the pony warned.

Ignoring her Nightmare Moon unleashed her dark energies upon her creation intending to erase it and start over from scratch, but what happened instead wasn't the intended action.

The pony started to giggle as she was tickled by the tendrils of dark energy leaping off Nightmare Moon's mane. "Ha, ha, ha, ha, ha! I… I told you, hee, hee, hee, that wouldn't work," she said in between a fit of giggles.

"What is this?" Nightmare Moon questioned in surprise.

"We're ponies now," the red Pegasus with the dark grey and black mane told her as though it should be obvious. "You can't just unmake us, you don't have that kind of power."

"I am Nightmare Moon! I have all the power of Princess Celestia and Princess Luna as well as the new energies I stole from that centaur creature in the other realm," Nightmare Moon spat.

"Yeah, see, thing of it is, when Celestia made Equestria she made it so nobody could unmake any of her creations," the red Pegasus explained. "Since you made us in the image of those creations then technically only Celestia herself can unmake us."

"RAH!" Nightmare Moon cried frustratedly. She stopped the tickle fest with the other pony and spun around so she could think clearly.

"So, you gonna fix my coloring or what?" the ticklish pony asked. "And how about giving us some names too?" she suggested.

"The coloring stays!" Nightmare Moon snapped. "As for your names, that can be arranged," she consented with a slight nod of her head.

"Oh good, because I'm not liking this nameless-ness we've got goin' for us," the pony said with a dismissive flick of her tail.

Nightmare Moon ground her teeth together in frustration. "You each represent the opposite of those six ponies who are currently in the possession of the Elements of Harmony," she stated. "Therefore your names shall reflect these identities."

"We're copies?" the dark purple unicorn with the white and silver mane demanded.

"You are superior to the original in every way, my dear," Nightmare Moon bragged. "In fact you are nothing like Celestia's ponies, so I think you'll need a fitting group name… I shall call you, my Shadow Ponies," she said.

"Shadow ponies, could you be any more un-original?" the red Pegasus asked rolling her eyes.

Nightmare Moon glared at her. "Your name will be Shadebow Dash," she told her with a satisfied smirk when Shadebow Dash seemed to bristle at the name.

"Shadebow?" she repeated. "What kind of name is that?"

"It's better then mine," the earth pony who'd spoke up before said.

"How could you possibly know your name already when she hasn't told it to you?" Shadebow blurted in bafflement.

"It's Rocky Road, isn't it obvious? Look at my Shadow Cutie Mark," Rocky Road said turning to show off her flank and the twin scoops of ice cream there.

Nightmare Moon stared incredulously at Rocky Road. "But…" Shaking her head she decided to ignore the odd ability of the pony to read her mind. "We'll call you Diamond Clash," she said instead turning to address the dark blue unicorn with the red, dark pink and green mane.

Diamond Clash grinned. "Simply brilliant," she said. "I heartily approve."

"Of course you do," Nightmare Moon muttered. "Now for you," she said turning to eye the dark purple unicorn pony who'd spoken up before.

She smiled sweetly at her creator. "Whatever you decide will be fine with me, mother," she said her smile turning into a mischievous smirk.

"Oh no!" Nightmare Moon complained. "You will be Midnight Gleam, and you are special, for a Shadow Pony. I gave you a small portion of my essence's power so that you would be a match for my 'sisters' beloved pupil, the one who proved instrumental in defeating me before."

"I know," Midnight Gleam said levitating a chunk of stone from the ruins nearby. "I'll be sure to let my cousin know who to thank for her new family member when I show up in Ponyville," she added laughing wickedly.

Nightmare Moon sighed. "On to you," she said turning to the last remaining Earth pony who was colored a dark green and had an orange mane. "It was difficult deciding on your name, I had many choices, however I feel that Rotten Apple suits you quite nicely."

Breaking into a slow grin Rotten Apple nodded her head and her bright blue cowboy hat bobbed in time with the motion. "Got to admit that there is definitely a catchy name," she said.

"You should see some of the other choices she had," Rocky Road said popping up without warning above Nightmare Moon.

"Don't do that!" Nightmare Moon snapped.

"I can't help it, you based me off of that other pony, and she's utterly broken!" Rocky Road complained.

"What do you mean, broken?" Nightmare Moon couldn't help but ask.

"You do not want to see inside of her mind, it will haunt you. **Forever!**" Rocky Road whispered before skipping off back to her spot next to the others.

Nightmare Moon shook her head trying to understand what just happened and failing miserably. "Ponies," she grumbled. "You, of course being the last pony to receive a name, shall be given a most suitable one indeed," she told the silver Pegasus pony with the black mane.

"N'uh uh," Rocky Road said sticking her tongue out at the Pegasus.

"If you interrupt me one more time!" Nightmare Moon threatened her eyes twitching slightly.

"Nya!" Rocky Road stuck out her tongue at her creator. "Take it, I beg you," she pleaded in an almost sincere tone of voice.

"Shutterfly!" Nightmare Moon decreed ignoring Rocky and whirling back to face the Pegasus pony.

"You're going to stick me with that?" Shutterfly demanded.

"Why yes, is there something wrong with it?" Nightmare Moon asked in a false tone of cheer and concern.

"You're right there's something wrong with it!" Shutterfly shouted angrily. "You're going to call me something better than that or else!" she ordered.

"Or else what?" Nightmare Moon said rising up to her full imposing height.

Shutterfly's eyes widened and instead of saying anything she just stared at Nightmare Moon, hard.

"Let it go," Rocky Road insisted.

"But this name is a joke!" Shutterfly snapped.

"Trust me, the alternatives are much worse," Rocky Road whispered in Shutterfly's ear.

Twitching slightly Shutterfly's expression gave in. "Fine, I'll use the name, but I still won't like it!"

Nightmare Moon sighed. "How does Celestia handle them?" she asked under her breath. "If we're done with the overreacting it is time for you to journey to Ponyville, where you will steal the Elements of Harmony from the six ponies currently in possession of them. Once they are in my possession I will use my newfound abilities to taint them and re-make them into the Essences of Discord, thus allowing me to create eternal night for all of Equestria and trap my 'sister' Princess Celestia within the prison I specially created for her!" Nightmare Moon reiterated with a triumphant evil laugh.

"Sure she will," Rocky Road muttered aside to Midnight Gleam. "Trust me, don't hold your breath for that."

Midnight Gleam shot Rocky Road a confused look. "How could you possibly know we're going to fail before we even try?" she demanded.

Rocky Road shrugged her haunches and started skipping away.

"She is **so** random," Shadebow Dash complained.

"I don't know, I think she has potential," Diamond Clash said tilting her head to one side. "But we've simply got to do something with her mane."

"Why are you still here?" Nightmare Moon shouted. "Get going!"

"We're goin', we're goin', sheesh, some pony's got her tail in a twist," Rotten Apple grumbled.

* * *

Pinkie Pie hummed to herself as she set about readying the party she'd started preparing roughly five minutes ago – her tail had twitched a little earlier – so that had to mean that something was going to be falling any minute now.

Pinkie couldn't let that stop her from getting the party ready, she just knew it was going to be important. Making sure the cake batter was finished and ready for the oven she continued to hum while her tail flicked back and forth.

"I just know they're going to love it," Pinkie said. "Now, where did I put that punch bowl?"

* * *

Meanwhile – on the outskirts of the Everfree Forest a large dark vortex opened in the sky – crashing down with a loud thud Tirac shook his head clear of the cobwebs and glanced around.

Scorpan came tumbling out of the sky a second after him and tangled himself in the tree branches nearby. "Master, we've finally made it," he said.

"Yes, you've done well, Scorpan," Tirac praised. "I have tried numerous times to reach this place with my magic and always failed. How is it that you managed to successfully open a portal to Equestria?" Tirac wondered suspiciously.

"I followed the trail left by your Rainbow of Darkness, Master," Scorpan explained while he got himself clear of the tree and slowly descended to the ground.

"Interesting," Tirac mused. "Now, Scorpan, our first task will be to amass some servants," he stated.

At that moment the ground churned in front of them and three creatures stuck their heads out – they were Diamond Dogs and they were searching for jewels to collect. "Why'd we let that pony go again?" the leader wondered.

"Don't start that again!" the shortest diamond dog said slapping his paws over his head.

"Sorry, I forgot," the leader said with a shake of his head.

Tirac smiled. "Greetings, my new servants," he said to the trio.

"What?" the leader said glancing up into the face of Tirac.

The Diamond Dogs began to tremble at the sight of Scorpan and Tirac.

"Uh, no gems around here," the burly looking one said with a nervous laugh. "We go now."

"I would prefer if you stay," Tirac insisted raising his hand. "Scorpan."

"Yes, my master," Scorpan said tapping into his limited magic and ensnaring the trio of Diamond Dogs with mystical leashes.

Tirac smiled darkly. Wordlessly he took the three leashes and sent a burst of dark magic coursing through them into the Diamond Dogs – each one of them began to squirm and writhe as their bodies were mystically changed into massive forms surrounded by flames. "These will do nicely," Tirac stated.

"Hellhounds are far more useful then Diamond Dogs," Scorpan said with a wicked laugh.

"Now, to teach those ponies a lesson and reclaim my Rainbow of Darkness!" Tirac declared releasing the leashes. "Fetch."

Baying at the sky the trio of Hellhounds dashed off into the Everfree Forest.

And above Tirac a dark storm cloud slowly began to form as he started laughing wickedly.

**To Be Continued…**


	2. Chapter 2

**Author's Notes:** Ah, time to share chapter two of this story. I meant to post it last night, but due to feeling much too poorly to remain awake I am now posting it here on my sick day off from work for recuperation. (There is only so many hours in a day when a guy can get his sleep after all.) I regret to inform any Anonymous Reviewers who would ACTUALLY like to comment on this story that due to unforseen abusers I have been forced to disable this function from my story. (Why must there be people who insist on ignoring the rules and guidelines of this site who spoil it for everybody?)

Anyway, enjoy chapter two, Shadow Ponies in Ponyville. I hope I've captured our favorite ponies just right personality and characterwise in this chapter.

* * *

Ponyville was quiet during the day when things were going normal – citizens would go about their daily lives, Applejack would come to town at least once a day to hawk her wares – sometimes her brother Big Macintosh would also be there. On rare occasions Apple Bloom would be allowed to assist her – provided she triple promised not to push any of the apples on other ponies.

There were many other ponies besides those in possession of the Elements of Harmony and for them life wasn't always easy, but it wasn't as hard as it could have been. The Earth Ponies worked and played, the Pegasus Ponies controlled the weather and played, and the Unicorn Ponies also worked and played.

Working and playing, playing and working, this is what the ponies would do. But today a foul wind soon began to blow and six brand new ponies arrived in Ponyville – heralding a change for all the good little ponies living in Ponyville – in fact…

"Rocky Road!" Midnight Gleam practically shrieked. "Will you stop narrating already!" she insisted.

Rocky Road froze mid-step and turned back to shoot Midnight Gleam an innocent look, which was made all the more creepy by the fact that Rocky Road was a Shadow Pony. "I am not narrating, I am explaining what Ponyville is like to the rest of you, so pay attention," she said.

Diamond Clash flicked her peculiarly colored hair out of her eyes and shot Rocky Road a frustrated glare. "You could at least be a bit stealthier about it," she said. "Half the ponies in Ponyville probably already know we're coming," she whined.

"Nope, just one," Rocky Road said knowingly. Her body shuddered slightly. "But one's all we really need to worry about when it's that one," she added.

"Oh enough is enough already, Rocky!" Shadebow complained stomping her hoof into the ground. "Let's just get there and show up these ponies we're copied from and steal their stupid Elements."

"Somepony's impatient," Midnight Gleam said in a sing-song tone. "Come on, Shadebow, don't you want to have a little fun with our goody-two-hooves 'cousins'?" she asked.

Shadebow broke into a sudden grin. "Well… I wouldn't mind getting to know Shutterfly's cousin, maybe introduce her to, something fun," she said her expression turning nasty.

"You touch one hair on her head, Shadebow, and I'll stomp you flat!" Shutterfly said with a stern glare aimed at her fellow Shadow Pony.

"Why do you care, Shutterfly?" Shadebow asked actually interested in hearing the answer.

Shutterfly flicked her tail and turned a slow circle so she could face the others. "We're based on them," she reminded. "That means we're still ponies, and distantly related, which means we're family." Her explanation and tone of voice made the others start to doubt her evilness. "Which means, Shadebow, that only I can torment my 'cousin', you got me?" she finished with an evil smirk and a dangerous gleam in her eyes.

Shadebow broke into a wide sinister grin. "Oh if that's the only reason then why didn't you just say so? Come to think of it, I think I'd prefer tormenting Rainbow Dash more than Fluttershy anyway, she could use somepony better than her at everything to knock her down a couple of pegs," Shadebow said with a thoughtful expression gracing her equine face.

"Oh marvelous, then can I give Rarity a makeover?" Diamond Clash asked her horn beginning to glow.

"Of course you can," Midnight Gleam told her. "And I think I'll just, redecorate, Twilight Sparkle's library for her," she added with a mischievous chuckle.

"Great, all of them get to have evil fun, while I'm stuck with Pinkie Pie," Rocky Road complained to herself as she continued marching towards Ponyville ahead of her 'sisters' since technically they'd all been born at the same time she preferred considering them siblings as opposed to friends, because Shadow Ponies did not have friends, period. "Or at least we don't want to have friends, but then again I suppose it isn't too bad, I mean it's better than the alternative. Who wants an endless night anyway?" she asked herself or perhaps the audience as she continued to canter along. "Trot." Trot along. Rocky Road smiled approvingly.

* * *

Daisy Dreams was stocking at the Herb Shop she ran – it was Wednesday and Zecora would be by soon enough to do her weekly shopping – Daisy was so glad that Twilight Sparkle and her friends had managed to prove that the Zebra wasn't a threat – or some silly enchantress.

Daisy Dreams enjoyed her work – she really did – it's why she opened the special herb shop in Ponyville after discovering her Cutie Mark and her special talent – not necessarily in that order. She'd always loved to gather rare herbs and mix them together to help her fellow ponies when they were exposed to things, like Poison Ivy or Poison Oak or those types of plants in general.

The door suddenly opened startling her – she dropped what she'd been holding in her mouth and turned quickly to apologize – however she stopped dead in her tracks when she saw who was standing in the doorway.

It was a red Pegasus – a type not common in Ponyville – with a gloomy looking black and dark grey mane, curled to the left and covering her ear. She had sparkling sapphire eyes. On her flank was a strange looking Cutie Mark – strange compared to most ponies because it almost looked like two Cutie Marks. The easily identified and more prominent of the two was a frightening looking storm cloud with a black rainbow underneath it.

The second of the two was less prominent in fact if Daisy had to guess she'd have to say that it was some sort of possible birth mark on the ponies flank. This one was another black rainbow, but while the black rainbow underneath the storm cloud was solid black this one was more sparkling black – almost transparent.

"What's got you so interested in my flank?" the pony asked with a sneer. "Lookin' fer a good time?" she added with a lecherous wink.

Daisy – unable to recognize such a lewd gesture having never seen it before – was nevertheless still unnerved by the gesture and took a frightened step back. "N-N-No, I… I just haven't seen a Cutie Mark like that before… What does it mean?"

"It means that I'm not your typical little pony," the Pegasus told her with a snort. "You seen Rainbow Dash today?" she demanded putting her body a little too close into Daisy's personal space.

Trembling slightly at the nearness of this strange pony Daisy shook her head. "Not today," she replied as politely as she could.

"Figures, what would she be doing with a pony like you?" the Pegasus asked shaking her head. "Pitiful little ponies like you have no business runnin' a shop," she said.

Daisy burst into sudden tears unable to contain her emotions in the presence of this awful, awful pony. "Y-Y-You shouldn't talk to ponies like that," she told the Pegasus.

The Pegasus' eyes narrowed slightly and she put her mouth right next to Daisy's ear. "Nice try, but you need a stiffer spine, little pony," she whispered darkly.

Daisy didn't understand why this pony was being so mean to her – she'd never been talked to in such a manner.

The Pegasus flicked her tail across Daisy's nose and started out of her shop. She paused briefly and glanced back at her. "If you do see Rainbow Dash, tell her, her 'cousin' Shadebow Dash was lookin' fer her," she instructed. And then the Pegasus was gone.

Daisy's entire body sagged to the floor and she couldn't stop the tears as they started flowing earnestly now. "W-W-Why is Rainbow's cousin so mean?" she wailed in-between sobs.

* * *

Rarity flipped her mane out of her eyes and continued the delicate work on the new dress she was making for one of her customers – while working she suddenly heard the bell to her shop's door – upon seeing the pony standing in the doorway her eyes widened in astonishment.

The pony was dark blue, a unicorn pony like her, in fact startlingly similar to her. If Rarity hadn't known better she'd think she was looking at a twin – well a fraternal twin at any rate – her mane was a garish combination of red, dark green and purple styled quite hideously in a puffed up style with one long strand of purple tucked behind one ear and floating down past her cheekbone.

"My dear, that simply just isn't your color," Rarity stated.

The pony smirked and marched into the combination dress shop and home of her target. "Funny, I was about to say the same thing about you," she teased.

Rarity's eyes narrowed slightly behind her glasses and she stared at the pony – she noticed her Cutie Mark – broken diamonds arranged in a pattern similar to hers with an odd transparent black rainbow underneath it. "And who might you be?" Rarity asked. "I mean, how may I help you?" she said speaking louder.

"Oh you can help me by handing over your body for a patented Diamond Clash makeover, you seriously could stand to have a bit more color on those cheeks, and I think your hair should be cut and styled just so," the pony said.

Rarity gasped. "How dare you!" she said. "Don't you know who I am? I am Rarity, the most fashionable, well respected, well known Pony in all of Ponyville, perhaps all of Equestria," she stated.

Diamond Clash chuckled. "Get over yourself, cousin," she told her.

"There is no possible way I could be related to you," Rarity said. "Not with that… That… hairdo."

Diamond Clash's horn began to glow and she walked fully into the shop causing the door to slam shut behind her. "Now then, Rarity, is that any way to speak to family?" she asked as fabric, threads, pins and needles started flying around her. Her smile grew almost sinister. "Trust me. When I'm through with you, you'll just look divine," she informed.

Rarity shied away from Diamond Clash and tried to find a way out of her reach. "Uh, that's very generous of you, cousin," she said with a brief chuckle. "But, perhaps some other time."

"If you don't hold still then this will hurt," Diamond Clash warned.

* * *

The ponies walking by outside Rarity's shop at that moment heard a muffled shriek of genuine terror and a loud crash then silence.

Lemon Lime turned to her sister. "She must be having trouble with Opalescence again," she said.

"Definitely," Lime Sherbet said.

* * *

Rotten Apple trotted up to the Sweet Apple Acres fruit stand in the marketplace searching for her cousin with a mischievous grin on her face – earlier when the six of them had arrived as a group in Ponyville proper it was as if every pony had stopped dead in their tracks as the group of Shadow Ponies marched into town.

The effect had been quite amusing to the 'bad girl' pony. Rotten Apple picked up one of the green apples and took a large bite out of it without so much as a word. Spitting it back out all over the untouched fruit she stared disgustedly at the things. "They're fresh," she complained.

"I should think so," Applejack said coming from around the stand to see what the situation was all about. Her eyes narrowed when she caught sight of the Shadow Pony.

Smiling proudly she turned around to show off her coat and mane – Rotten Apple was particularly proud of her dark green coat and fiery orange mane that was – unlike Applejack's mane – not done up as a long braid, but left to just float out behind her bright blue cowboy hat.

"Well what's the use of eatin' them then if they're goin' ta be fresh?" Rotten Apple demanded of her cousin.

Applejack noticed the black apples that made up her Cutie Mark and the funny looking transparent black rainbow birth mark underneath it. "Do I know ya?" she wondered curiously.

"Howdy!" Rotten Apple shouted so that everypony in the marketplace could hear her. "Don't ya recognize yer own kinfolk, Applejack?" she asked.

"I know everypony in the Apple family and there ain't been any like you before," Applejack argued.

"I'm hurt, guess pa don't talk 'bout me much, might say I'm the black sheep o' the Apple family, cous," she said with a big fake grin.

Applejack circled her slowly with a suspicious gaze – her hoof came up briefly to scratch her head. "Well who are ya then?" she asked.

Rotten Apple smiled again – this time her expression was not as innocent as it appeared to be earlier. "Rotten Apple," she introduced herself taking a bow and removing her hat. "Pleasure ta make yer acquaintance, Applejack," she told her doppelganger.

Applejack smiled half-heartedly unsure of what else she could do. "Well, if you are a part of the family, I guess it wouldn't do right to be inhospitable," she said to herself. "But I don't recall any Rotten Apple in our family," she added still confused.

Rotten Apple didn't say anything more and continued to spin her stolen apple with one hoof. "Got any rotten ones I could take off yer hooves?" she asked.

"A whole bushel of'em back at the farm," Applejack replied. "But… ya eat rotten apples?" she couldn't help but ask.

Rotten Apple giggled in a high pitched tone that made Applejack and everypony else question her sanity. "Rotten apples are my favorite things in the whole wide of Equestria!" she bragged. "Let's go, cous, I want me somethin' decent to eat. Not this here trash you're tryin' ta pawn off on these Ponyville saps."

Applejack noticed the sour expressions of her customers. "Now that just ain't right," she said. "You should be nicer to these fine folk, they're my friends and neighbors," she scolded.

Rotten Apple shot her a very dark look – her eyes narrowed and almost hid beneath the shadows of her hat's brim. "Don't be tellin' me what I can and cain't say, cousin," she warned in a smooth sibilant whisper. "I know where ya sleep."

Applejack watched as Rotten Apple trotted off her tail flicking back and forth briefly. "Now that there is one mighty ornery relation," she muttered. "Big Mac, mind the stall while I show our 'cousin' Rotten Apple ta the barn," she told her brother.

The red stallion nodded. "K, Applejack," he said before turning to the customer ponies with a big winning smile – half the fillies sighed contentedly at the expression and promptly forgot all about Rotten Apple.

* * *

Fluttershy was tending her special garden – she used it to feed all of her animal friends – when a shadow passed over her briefly. Raising her head slightly she wondered who could be flying out so far from town at this time of the day – she wasn't expecting anypony.

The silver Pegasus hovering in the air with the rich black mane pinned back to show off a startlingly familiar looking face on a decidedly unfamiliar looking pony grinned in greeting at her.

Fluttershy backed up slightly. "Oh my," she said very quietly. Her gaze darted to the flank of the pony and noticed the transparent black rainbow birthmark and the dangerous looking Cutie Mark representing a broken mirror.

"Hi!" the pony greeted suddenly darting into Fluttershy's face.

Fluttershy backpedaled on her hooves – her wings snapped to her side and remained there. "H-H-Hi," she greeted very softly barely audible.

"So, you're mine, huh?" the pony said thoughtfully. "Timid, desperately afraid of her own shadow, just the way I like them," she told Fluttershy with a very sinister looking smile.

"I-I-I don't know you," Fluttershy said her voice quavering with fear.

"Shutterfly," the pony introduced in a disgusted tone. "I know why my mother named me it too," she added her gaze hardening as she glared at Fluttershy.

"Oh, you do?" Fluttershy desperately wanted to run, but she was backed up now against the tiny fence she'd built to keep out certain pesky weeds.

"Think about it, Fluttershy, Shutterfly, don't you see what she was doing there?" Shutterfly demanded.

"Why yes, I believe so, your mother… Wanted a nice name for you?" Fluttershy said in a hopeful though still soft tone.

"NO!" Shutterfly screamed.

Fluttershy made a little sound and promptly collapsed onto her back almost in a dead faint.

"She named me Shutterfly for a stupid lousy pun!" Shutterfly told Fluttershy. "You're worthless and certainly no help to me though," she added snidely.

Fluttershy closed her eyes tightly hoping this scary Pegasus would just fly away.

"Get up," Shutterfly barked.

Fluttershy meekly complied.

"Push over, to think I'm based on you," Shutterfly said with a shake of her head.

"B-B-Based on me?" Fluttershy boldly asked.

Shutterfly stared at her.

Fluttershy gasped when she recognized 'The Stare' and her instincts had her instantly assume her own ability.

Shutterfly and Fluttershy both stared at one another each vying for control. Fluttershy almost succeeded, but Shutterfly's stare was harder and crueler, the timid yellow Pegasus pony lowered her gaze and whimpered.

Shutterfly nodded. "That's right, cousin," she told her.

"We can't be related," Fluttershy said in shock.

"I would have to agree with you ordinarily, but in this case you're wrong," Shutterfly said with a sigh. "I can't believe I am actually related to such a timid creature," she said.

"W-W-What now?" Fluttershy asked.

Shutterfly smiled her eyes gleaming with hidden malice. "Now, why now you invite me in for tea of course, or whatever it is you ponies drink," she told her. "And then we're going to discuss why you're going to surrender completely to me your Element of Harmony."

Fluttershy gasped – she couldn't say a word – with an expression of dejected defeat she led her cousin into her home. She already knew she was no match for this wicked little pony.

* * *

Midnight Gleam didn't have any real problems finding where her 'cousin' lived, but she was a little bit uncertain as to how to approach her – unlike the others she wanted to handle this intelligently – surely she could prove to Twilight Sparkle with logic and facts the reason why she should surrender her Element of Harmony.

Frowning slightly she stood outside Twilight Sparkle's home – the Ponyville library – and considered her strategy carefully. She was so busy thinking she didn't notice when the door opened and somepony trotted out into her.

"Ouch!" Twilight said rubbing her head.

"Hey, what's the hold up?" Spike asked rubbing his head from behind Twilight. The baby dragon's eyes widened in shock. "T-T-Two Twilights?"

Midnight Gleam touched her horn briefly rubbing it to try and get rid of her pain. "That'll teach me to stand outside a door making up plans," she said. "Hi, cousin, I'm Midnight Gleam," she greeted.

Twilight Sparkle eyed the dark purple unicorn in front of her with the white and silver mane which almost matched her typical mane style – if her mane could curl like that – her eyes were identical as well. Twilight Sparkle's brow was quirked slightly. "You're my… cousin?" she asked Midnight.

"Yep," Midnight replied earnestly. "Mom said I should stop by and say hi, maybe check out Ponyville's library," she added.

"Uh, she did?" Twilight frowned. "Who is your mother?" she asked.

"Oh didn't I tell you?" Midnight asked frowning slightly. She broke into a wide smile. "Nightmare Moon," she said.

Twilight gasped. "What?" she blurted.

"But, Nightmare Moon was Princess Luna, and you turned her back," Spike added.

Midnight Gleam giggled. "Oh right, you did, but Nightmare Moon came back. Now she's after both Princess Celestia and Princess Luna, so I'm here to take your Element of Harmony and give it to her," she stated.

"Then why are you telling me about it?" Twilight demanded.

"Why lie?" Midnight asked. "I'm here for a reason and I'm not going to waste any time trying to win you over to my side," she told her.

Twilight stood her ground. "Well you're not getting my Element of Harmony!" she told Midnight bravely.

Midnight laughed. "Oh good, I wanted to have some fun," she said turning slightly to reveal her Shadow Cutie Mark to Twilight and Spike.

Spike's eyes widened when he noticed the transparent rainbow birthmark under the partially eclipsed moon. "That can't be," he whispered to himself.

Twilight's horn started to glow. "I'll stop you and whatever Nightmare Moon is planning," she promised.

"Oh you'll try," Midnight returned her horn flaring brightly.

Spike took a step back. "I've got to get to Princess Celestia," he said. "She would know if **it** was here." Spike dashed off while the two unicorns prepared for a magical battle.

* * *

Rocky Road sighed. Ringing the doorbell she waited for her nemesis to answer it – tapping her front hoof against the ground frustratedly she flipped her hair out of her eye, but it fell back down over her face partially concealing it.

Pinkie grinned as she rushed to the door and opened it. "Hi there!" she greeted happily.

"Whatever." Rocky trotted past Pinkie into the house.

"You have a nice mane," Pinkie said. "I hope you like chocolate vanilla," she added.

Rocky stared at the balloons, the punch bowl, the pink frosted cake and the tub of ice cream sitting on the table and let out another sigh. "It's great," she said not really meaning it.

Pinkie ignored her disappointed cousin's tone and led her to the cake. "I wasn't sure what flavor you'd like so I made it chocolate and vanilla, I figured you wouldn't mind if I just used the one candle since you know, you were just born and all that, are you going to blow it out now? Huh, huh, huh?" she asked.

Rocky stared at the message on the cake – she tried to ignore the emotional turmoil in her mind, but it wasn't easy – a stray tear escaped the corner of her eye and angrily she stomped her hooves. Picking up the cake she hurled it at the wall.

Pinkie frowned slightly. "That wasn't very nice," she said. "But that's ok, I made two cakes," she added with a beaming grin.

Rocky shook her head in despair. "Alright fine, pass a slice of chocolate," she requested.

"Great! See I knew this would be fun, so, Rocky, you wanted my Element of Harmony right?" Pinkie asked.

Rocky shot a glare at her cousin. "You already know it isn't going to work!" she reminded.

"Oh sure, but you know what's going to happen too and I think everypony should have a chance to make friends. Even if they're evil Shadow Ponies with attitudes."

"We are not going to be friends!" Rocky denied adamantly.

"Oh, silly, I know that too," Pinkie said. "Uh-oh, there goes my tail again, do you have a twitchy tail?"

Rocky slumped and took a bite of cake. "Yes," she spoke around a mouthful of the sweet confectionary. "But when my tail twitches it doesn't mean the same thing," she told Pinkie.

"Really? Oh well what does it mean?" Pinkie asked.

Rocky shrugged. "The opposite of your twitching."

Pinkie frowned slightly and then started laughing. "Oh, so instead of falling somepony flies," she guessed.

Rocky smirked. "You could say that," she said.

"Do you want some punch?" Pinkie asked.

Sighing yet again Rocky simply nodded.

Pinkie grinned. "There are presents too, I wasn't sure what you'd like so I got a few different things, I bet you'll never guess what."

"Party favors, itching powder, vanishing ink and your Element of Harmony necklace," Rocky rattled off.

"No fair," Pinkie whined.

"I'll let you keep the joke supplies if you give me that burlesque outfit you wore in Applelooza," Rocky said with a dark grin.

Pinkie frowned. "I guess I can do that."

Rocky nodded. "Great, so what now?"

"Now we sing," Pinkie said with a smile.

Rocky blanched.

Pinkie started to sing a happy song.

Rocky did her best not to throw up.

* * *

Nightmare Moon felt her power growing as she rested within the ruins of the former resting place of the Elements of Harmony – she smiled briefly at the sensations coursing through her body – the sun would soon set on another day in Equestria and she could absorb more power from the moon.

A commotion alerted her to the presence of strange creatures – frowning slightly she glanced to the entrance – three beasts consumed by fire came charging into the room. They were slobbering and growling and heading straight for her.

With a casual flap of her wings her horn began to glow and sent the trio of creatures slamming up against the wall.

Tirac entered next followed by a gangly looking creature with wings on his back and a long beaky snout. "Here you are, pony," Tirac stated.

"You survived, how clever of you," Nightmare Moon praised.

"Return the Rainbow of Darkness, pony!" the ugly winged thing ordered angrily.

Nightmare Moon laughed. "I'm afraid the Rainbow of Darkness is no longer yours to wield, Tirac," she told the centaur.

"Then it is fortunate I found a means of reclaiming it within the forest," Tirac informed coldly – he held up a Cockatrice and aimed the stone transforming gaze at Nightmare Moon.

Startled at this unexpected attack Nightmare Moon literally turned to stone.

Tirac laughed wickedly as he headed forward to claim his prize.

With a shriek of pain and frustration the statue shattered once more becoming flesh and blood. "Tirac!" Nightmare Moon screamed.

"That isn't possible!" Tirac stated stunned into immobility. "No pony can escape the gaze of a Cockatrice."

"I am no mere pony!" Nightmare Moon snapped. "I am evil, I am despair, I am darkness, I am moonbeams! I am Nightmare Moon and I am tired of your interference!" she declared. Once again her horn began to glow.

Tirac wisely retreated before she could strike. "A frontal assault is clearly not an option," he mused thoughtfully.

"What now, master?" Scorpan questioned.

Tirac growled slightly before sensing another presence. A familiar presence – teleportation magic was rare and it left a particular signature that could be recognized by those who had foresight. Tirac broke into a dark smile. "Scorpan, now we reclaim an old friend," he stated.

Confused Scorpan eyed Tirac uncertainly. "What are you saying, master?"

Tirac chuckled darkly. "You recall our little pet," he stated.

Scorpan broke into a vicious smirk. "Oh yes," he said.

Tirac nodded. "Let this pony think she has frightened us away, our agent is already spiriting himself to his fate and this time, miss Nightmare Moon shall not escape my wrath," he stated gripping a small gemstone he had been carrying around his neck. A small pink and green gemstone.

**To Be Continued…**


	3. Chapter 3

**Author's Notes:** After reading this chapter you may think you know where I'm going with this, but rest assured, I'm certain there will be a few twists left to share in this tale. Anyway, I trust you'll enjoy what there is here as the Mane Six and their Shadow Pony Counterparts do battle with one another in a match of wits, wills, magic and so on. Poor Applejack, I'm afraid she'll be a bit tied up by the end of this. *SNICKERS*

* * *

Rarity gasped as she regained consciousness – her eyes beheld a terrible site – her entire shop had been repainted a garish purple and green somehow within mere moments. Tentatively she climbed to her hooves and glanced around. Finally she found a mirror and she teetered on her hooves about to faint once again.

"Simply divine," Diamond Clash informed coming up beside her with a broad smile.

"My hair!" Rarity shouted. "My beautiful, lustrous, hair!" she stared at herself in the mirror willing it not to be so.

"What, don't you like the buzz cut look?" Diamond Clash asked innocently.

"You!" Rarity bellowed whirling on her dark cousin. "You have committed a crime, neigh, a travesty against fashion and style that can not go unpunished," she informed her horn beginning to glow. "You may have magic, but you know nothing of how to wield it in the name of elegance!" Rarity broke into a smile and pulled one of her privacy screens over.

Diamond Clash took a nervous step back – this wasn't what she'd wanted to happen – and she didn't entirely trust that gleam in Rarity's eye. "Perhaps I should have just grabbed the Element and ran," she muttered to herself as a comb began clawing at her tangled mess of a mane.

* * *

Pinkie Pie laughed gaily as she presented the Element of Harmony to Rocky Road. "This is going to be so much fun," she said.

Rocky tentatively plucked the jeweled necklace from her 'cousin's' grip. Her eyes snapped shut and she waited for what was to come. Confused when nothing happened she opened her eyes and stared at the necklace. "That wasn't what was supposed to happen," she said.

"Silly," Pinkie told her bouncing up and down with excitement. "You have to wait until all six of you touch them at the same time," she reminded.

Rocky flinched. "Oh, this can't be good," she said.

Pinkie stopped bouncing and frowned as she eyed her doppelganger. "What's that supposed to mean?"

Rocky sighed and trotted over to the window. "Pinkie, if the others haven't gotten theirs yet we're going to be in real trouble," she said.

Pinkie shook her head. "Nope, it's just what happens."

Rocky stomped a hoof frustratedly. "Why do we have to be the ones who know things?" she demanded.

Pinkie smiled genuinely and patted her evil self's shoulder. "Awwww don't be sad, Rocky, and don't ask questions we can't know the answers to," she told her.

Rocky frustratedly whirled on her 'other' and glared dangerously at her. "Don't be so serious! You're not supposed to be the serious one!" she snapped tears of anger brimming up in the corners of her eyes.

Pinkie grinned. "Not unless my friends abandon me," she agreed with a succinct nod.

Rocky screamed and galloped out of the room.

Pinkie watched her go somberly and then turned to the remains of her first Shadow Pony birthday party. "This is the part that always brings me down," she admitted with a soft sigh. "Cleaning up."

* * *

Fluttershy watched Shutterfly as the silver coated Pegasus flew away with her Element necklace – she'd given it to her as demanded because – well it was the right thing to do. She couldn't very well be expected to fight this strange pegasus pony who looked eerily similar to her.

Fluttershy slowly got back to her hooves from her current position hiding under the table. "I hope everything will be alright," she said. "My friends might be hurt," she thought aloud as she cleaned up the mess Shutterfly had made.

Fluttershy suddenly noticed the gloomy and foreboding clouds gathering above the Everfree Forest and let out a tiny whimper. Something just awful was happening – she just knew it – she needed to get to Twilight fast, she'd know what to do. Twilight always knew what to do.

Taking wing Fluttershy rushed for Ponyville intent on finding her friend to warn her.

* * *

Rotten Apple frowned slightly as she too noticed the ominous looking storm front gathering over the Everfree Forest – she was closer and could see where the source of the storm seemed to be originating from. She didn't like it.

Her mission had to be completed quickly now so she could race back to Nightmare Moon before something unexpected happened. "Say, cous, got any fancy jewelry here abouts?" Rotten Apple asked casually.

Applejack frowned. "What in tarnation ya need ta know that for?" she asked eyeing Rotten Apple out of the corner of one eye as they trotted along to the barn.

Rotten Apple grinned. "Oh no special reason, just thought we could get off on the right hoof, maybe share some bits and baubles for the welcome shindig you're gonna throw fer me," she told Applejack.

Applejack flicked her tail. "Welcome shindig? Missy you're lucky I'm lettin' ya even stay for tonight," she told the green coated mare flatly. "There's somethin' about ya I just don't like," she stated honestly.

Rotten Apple glared at her 'cousin' mutely for all of five seconds – and then broke into a maddeningly calm smile. "Gosh, I just thought, ain't I a member of the Apple Family?" she asked sounding hurt and confused.

Applejack rubbed her mane briefly in concentration. "Well, ya say ya are, but I ain't ever heard a ya before," she reminded.

Rotten Apple laughed. "Ya ain't heard o' me?" she repeated. "Well, rightly so, I ain't exactly been around fer longer than… Well that isn't really important, we're family, thick and thick," she told Applejack.

"Shouldn't that be through and through?" Applejack wondered mystified at the strange turn this conversation was headed.

Rotten Apple smirked and suddenly lashed out with a hind leg.

Applejack crumpled to the ground in a sudden heap a groan escaping her lips as her hat fluttered through the air.

"Ah meant what I said, cous," Rotten Apple stated with a broad smile. "Now, if'n we're through with all this here shady business, time ta get what I came for, and ah'm afraid ah'm gonna need to interrogate ya to find that Element necklace," she told the unconscious Applejack. Bending down she slung the orange coated mare onto her back and trotted quietly into the nearby orchard. Left behind on the ground was Applejack's favorite Stetson.

* * *

Twilight's horn flared brightly as she tossed a nearby item at her evil cousin – she was beginning to feel a little strained – they'd been tossing spells and items at one another for the past thirty minutes and neither of them seemed to be getting the upper hand.

On top of that Spike had vanished.

Twilight stared intently at Midnight. "Why did Nightmare Moon create you? How did she come back? Tell me!" she commanded.

Midnight shook her head. "Secrets for another time, cousin," she told her heroic counterpart.

Twilight really got mad at that – her horn began to glow twice as brightly as before.

Midnight Gleam suddenly found herself floating in the air trapped by Twilight's telekinesis. "Impressive," she told Twilight.

Twilight panted slightly. "Are you going to talk?" she asked.

Midnight considered her options a thoughtful expression on her equine features. "Well," she started to say. She was interrupted however when a rainbow blast rushed past followed quickly by a gloomy looking streak of grey and red. "Apparently Shadebow found her target," she observed.

"You mean there are more of you!" Twilight blurted in stunned curiosity.

Midnight nodded. "Of course, did you think she'd be content with possessing only one Element?" she asked mockingly.

"Fluttershy!" Twilight said protectively.

"Probably a quivering pile of feathers by now," Midnight bragged knowingly. She smirked.

Twilight let out a primal scream and suddenly her eyes turned white.

Midnight shied back from this display – or as much as she could, trapped as she was – she couldn't believe the level of power she was detecting from the other unicorn.

Without warning a massive rainbow colored explosion lit up the sky followed closely by a shadow rainbow explosion – Midnight felt something inside of her as she caught sight of this strange and unique occurrence – and she effortlessly broke free of Twilight's grip.

Twilight glared at her sending a wave of mystical energy at Midnight.

Midnight blocked the untrained assault with power of her own – reaching into Twilight's mind she stole the location of the tiara and – using her newfound abilities – summoned it to her. "A pleasure, Twilight, we must do this again some time," she told her before her horn began to glow and she teleported away.

Twilight shrieked in agony and fear as she lost total control and Ponyville itself seemed to tremble with her rage as the ground shook.

* * *

Thirty minutes ago Rainbow Dash had been lazily resting on a cloud high up above Ponyville when something disrupted her. Glancing around after being knocked for a loop the blue coated pegasus tried to find the culprit that had knocked her out of her perch.

"I swear if that Ditzy Doo is…" Rainbow trailed off as she found herself staring at a red pegasus with black and grey mane.

"It's about time, I should have checked up here first," the pegasus said.

"W-W-Who are you?" Rainbow demanded. She glared at the other pegasus who had stolen her face – and it was her face – if she'd been a little more wicked. A little less caring towards her friends.

"I'm your new cousin, Rainbow Dash, you can call me Shadebow Dash, the **real** best flyer in all of Equestria," Shadebow boasted.

"No way!" Rainbow said her tail made a cracking sound on the breeze as it snapped sharply through the sky. "There ain't nopony better or faster than me!" she stated.

"Wanna race?" Shadebow asked. "Or are you too chicken to prove your boasts?"

Rainbow's cheeks flushed hot with anger. "Put your wings where your mouth is!" she said frustratedly.

Shadebow laughed. "And away we go… But if I win this race you have to fork over your Element of Harmony," she said.

Rainbow stopped short – the Elements of Harmony were special and her's was only meant for her – if she lost this race she would be in so much trouble with Twilight and Princess Celestia. Then again, she wasn't about to lose. "Bring it!" she scoffed.

"I have her," Shadebow whispered. She took off in a flash.

"Hey!" Rainbow shouted after her. "That's cheating?"

"Says who?" Shadebow called back with a chuckle. "No way you're gonna catch up with the Shadebow!"

Rainbow fumed and started off like a rocket. "We'll just see about that, Shadebow," she said sticking her forelegs out and beginning to build up speed as the wind whipped about her body in a hurricane level frenzy.

The two raced back and forth trough Ponyville's sky and the town itself – darting back and forth in a large circle – Rainbow and Shadebow were evenly matched sometimes one would pull ahead of the other, but it didn't last long.

Rainbow was starting to get really frustrated – nopony was supposed to be able to keep up with her – there was only one thing she could think of to do to beat this show-off brat. Banking suddenly skyward she rushed further and further into the sky.

Shadebow frowned as she continued keeping pace with her Celestia blessed counterpart. She hadn't expected this race to last as long as it was. And now Rainbow was pulling off some kind of surprise trick – well two could play at whatever game she was up to, to try and tire her out – mimicking her motions she kept pace and brought her front legs forward.

Rainbow smirked. "No way can she pull off a Sonic Rainboom," she thought to herself – estimating that she'd reached the desired height she whipped around mid-air and power dived.

Shadebow quirked a brow quizzically at Rainbow's move. "What is she pulling?" she wondered concerned. "No matter! Anything that pony can do I can do better," she bragged snap-turning in the air as Rainbow had done and trailing after her.

Rainbow felt a bead of sweat on her brow – she closed her eyes to stop it from interfering in her move – and so she missed seeing the lightning bolts starting to dance in front of her outstretched hooves.

The energy crackled and built up – Rainbow's special ability to generate the Sonic Rainboom was unique to her – it had won her the Young Flyers Competition in Cloudsdale and had dazzled the young fillies and colts of Cloudsdale back when she performed it that first time.

However it had also tied her to her friends before she even knew them – with exception to Fluttershy – the Pegasus she'd been trying to stick up for from those jerks. The Sonic Rainboom was special – and with a burst of sudden speed she managed to unleash it again above the skies of Ponyville lending a tiny bit of hidden magic to Twilight during her struggle with Midnight Gleam.

Shadebow wasn't about to be upstaged by any cheap tricks though – her mimicry of the special move had allowed her to build up momentum enough to complete a Sonic Rainboom of her own – except Shadebow Dash was a Shadow Pony. Created by darkness and Nightmare Moon. By unleashing a Sonic Shadeboom she didn't simply trigger a burst of gloomy color in the sky and a burst of sound capable of shattering glass.

She triggered what some could only liken to an apocalypse level threat. All across Ponyville the Sonic Shadeboom spread out – like ripples in a pond – the tiny transparent dark rainbow on her flank that resembled a tattoo – or birth mark – began to glow. It sent an unknown level of magic through the link to the other five ponies.

* * *

Inside the Carousel Boutique Diamond Clash managed to break free from Rarity's magic and took off the Element of Generosity in her telekinetic grip.

Rarity – her mane cut down to her scalp practically and her coat a garish combination of purple and green shouted after her. "This is far from over!"

* * *

Shutterfly felt a surge of energy build up in her wings and she sped up towards her destination – the Everfree Forest – or at least its outskirts.

* * *

Rocky Road collapsed onto the road leading out of Ponyville – her mane curled up into a bouncy looking style similar to Pinkie Pie's and she started to laugh and laugh and laugh – she couldn't help it. She wrapped her legs around her midsection and tried to hold her sides to stop them from hurting so much. "I… H-H-Haaaaa-Haaa-Haaa-Hate Laughing!" she cursed.

* * *

Rotten Apple felt a burst of strength as well and she finished trussing up her honest counterpart. Tugging the ropes extra tight so they bit into her flesh a little bit harder than she might otherwise have intended. "Now why don't ya wake up, dear cousin?" she asked tossing a bucket of cold water in Applejack's face.

Sputtering at the sudden assault Applejack blinked slowly to refocus her eyes. "W-Wha' happened?" she wondered. Finding herself tied up rather tightly she noticed Rotten Apple standing close to her. "Thunderin' horse feather! What are ya doin'?" she demanded struggling in vain to free herself from the tight bonds.

Rotten Apple smiled innocently. "What I'm doin' is simple, cous, I want that there Element of Honesty and I aim to get it with yahr help or without," she stated matter of factly.

Applejack stared at her in shock. "Well I'll be hopped up higher than a kangaroo," she said not really making much sense, but not truly caring. "Who are ya, really?" she demanded.

Rotten Apple's smile changed into something a lot darker and more sinister. "Yahr worst nightmare, cous, ah'm the black sheep of this here Apple Family, which means… Ah don't care if ah hurt ya," she finished whispering the last part into Applejack's ear before she whipped her across the hindquarters with her tail. "Now gimmie what I want!" she hollered.

Applejack's head sunk slowly in defeat. "Alright, yah win, Rotten Apple," she told her dark cousin. "If ya want that dang thing so bad… Yah can find it in mah room," she said.

Rotten Apple smiled. "There, now was that so hard?" she asked plopping her hat onto Applejack's head. Turning she trotted off towards the house.

"Here now! Ain't ya goin' ta untie me?" Applejack demanded frustratedly.

Rotten Apple paused to think about it – or at least appeared to. "After I get what ah came fer, then maybe I'll untie ya, but until then… Keep the hat, it suits ya better'n me anyway and I've developed a sudden fondness fer this one right here," she told Applejack as she scooped up her Stetson from the ground and sunk it onto her head.

Applejack saw red. "Gimmie mah hat back!" she shouted.

Rotten Apple stuck out her tongue. "Ah don't think so," she said. Turning around again she started to trot off.

Applejack bucked at the cords tying her to the tree, which was what she was tied to. But it was no use, the ropes were too tight and every time she strained against them they bit painfully into her hide. "When ah get out o' this ah'm gonna make you sorry you did this," she promised tears starting to sting her eyes.

* * *

Midnight Gleam of course received a burst of magic through the strange link shared by the six Shadow Ponies – it gave her the strength to counter Twilight's intense primal burst of power – and also allowed her to snatch up the tiara.

* * *

Shadebow however got a rush to her head and she slowly came crashing down onto a nearby cloud – her head was spinning so much with what she'd somehow triggered – Rainbow Dash was nearby panting and almost out of breath.

"So who won?" the blue furred pegasus asked.

Shadebow shrugged her haunches. "It was a tie," she decided.

"Ha!" Rainbow shot her a smug look of victory.

"I said it was a tie, you didn't win anything!" Shadebow snapped back.

"Well… so what? Neither did you," Rainbow teased sticking out her tongue.

Shadebow's eyes narrowed. "I still need your Element of Loyalty," she revealed.

"What the hay for?" Rainbow asked suspicious.

Shadebow smirked. "Because Nightmare Moon decided to make me leader of her Shadowbolts instead of you," she told Rainbow smugly.

"No way! We toasted that old crone and freed Princess Luna!" Rainbow said stomping a hoof and glaring at Shadebow. "You're lying!"

"Am I?" Shadebow asked with a telltale smirk.

Rainbow's entire body shuddered as she steeled herself to charge the mare across from her.

Shadebow shifted her shoulders in anticipation of dodging the attack.

That's when both of them noticed the growing burst of magical energy coming from Twilight.

Rainbow noticed that Ponyville was in trouble for some reason – she stared at Shadebow – then down at where Twilight lay surrounded by other ponies. "You're not worth my time," she said. "Besides, you'll never find where I hid that thing," she added. Smiling triumphantly she dashed off to help her friend – if she could help her.

Shadebow pouted slightly before she realized that Rainbow and her were pretty much close to the same personality type. "That's where you're wrong," she said in a low menacing tone before she dashed off towards the cloud home of Rainbow Dash.

* * *

Princess Celestia could sense the turmoil from her faithful student within her palace – concerned she rose from her throne and prepared to summon a chariot to speed her to Ponyville.

Spike barged in running as fast as his feet would take him. "Princess Celestia, Princess Celestia!" he cried out.

"Spike?" Celestia said. "You should not have left Twilight's side, already she has begun to lose control of her abilities," she scolded.

Spike frowned. "She has?" He shook his head. "That's not important right now!" he said.

Princess Celestia quirked her brow. "Oh?"

Spike nodded. "I saw… I saw…" He fought to catch his breath. "There was this crazy pony that looked like a clone of Twilight Sparkle or something, she claimed Nightmare Moon created her to steal the Elements of Harmony from Twilight and her friends." Spike hopped up and down agitatedly. "And on her flank… She had a rainbow. A transparent black rainbow."

Princess Celestia reared up in sudden surprise. "Nightmare Moon, but…" she trailed off. "Black rainbow," she whispered softly.

"It just can't be here, Princess," Spike said. "When I wandered off after being hatched and got… Dragon-napped." Spike shuddered nervously with faint memories of a time when he was too young to really recall much. They were more like impressions – feelings of something being terribly wrong. "You promised me after I got rescued that, that thing could never hurt me again," he said whimpering slightly.

Princess Celestia called to her closest guard. "Fetch Princess Luna at once," she told him.

"Yes, your majesty." The guard bowed low and took flight.

"Princess?" Spike asked.

"I'm sorry, Spike, but if what you say is true and Nightmare Moon has somehow returned… Then I'm afraid that it must certainly be here," Celestia told the young dragon.

"But you banished it for all eternity!" Spike shouted trembling in raw fear.

"All things can not remain lost forever," Princess Celestia said. Her face fell and she closed her eyes. Summoning all of her magic into her horn she began to reach out with her senses.

Spike felt something wrong in his stomach – something twisted – he clutched at it as he writhed in sudden pain. "P-P-Princess," he called out weakly. Spike's cheeks bulged slightly and then a great gout of green flame burst out.

Appearing within the throne room of Celestia's castle – two creatures took form and shape – one a four-legged monstrosity. The other – a mysterious look creature with an ugly face and twisted looking bat-like wings.

"Ah!" the four-legged creature said.

Spike almost threw-up. "I don't feel so good," he moaned before collapsing unconscious to the floor.

The Pegasus guards acted quickly to charge the two beasts.

The four-legged brute raised one hand and created a blast of magic that sent them stumbling backwards. "At last! Celestia, we meet again," the creature spoke.

"Tirac," Celestia greeted. Her eyes were still closed and she was still sensing with her magic.

"We last met when you came to my realm and rescued this… useless fool," Tirac said eyeing Spike with a heated gaze. "Now I find that placing that spell upon him and this curious looking jewel," Tirac observed holding up the gem from before. "Was a brilliant move on my part," he boasted.

"You do not have it with you, so therefore I must assume that Nightmare Moon possesses it," Celestia said her eyes snapping open so she could glare at the centaur.

Tirac smiled. "A minor problem, soon I will reclaim my Rainbow of Darkness, Scorpan!" he barked at the ugly gargoyle creature.

Scorpan bowed his head and unleashed another leash – trying to ensnare Princess Celestia with the length of chain.

Princess Celestia's horn flared and the manacle disintegrated. "You can not touch me, Tirac, you or your questionable minion," she informed coolly.

Tirac grimaced slightly. "The Rainbow of Darkness would allow me to imprison you, Celestia," he growled clenching his right hand as he spoke.

"Coming here was foolish, Tirac," Celestia said.

Tirac smirked – his fangs glinting in the golden rays of Celestia's sun – raising his left hand he unleashed a burst of magic on the Alicorn. A swirling mass of shadows encircled her and began to contract.

Celestia was unfazed by this attack – she concentrated on her horn intending to dispel the mystical chains – instead however something changed. Something that caused them to grow and expand. Eyes wide in surprise and growing fear she looked to Tirac. "What sorcery is this?" she questioned.

Tirac laughed darkly. "Your realm was not the only one that interested me, I have learned much from another dimension, one populated by creatures who rely on a different magic," he informed with a cruel smirk. "I may not be able to claim your powers yet, Celestia, or smother this beautiful land in my darkness, but rest assured. When I come to collect you again, your powers will be mine," Tirac stated.

Celestia once again tried to use her magic to prevent what was happening, but to no avail. With a cry of sudden terror and a sharp stinging pain in her entire body Princess Celestia was banished from Equestria.

Princess Luna and her guard escort arrived at this moment. Gasping in fear the Night Princess shied away from this dangerous creature.

"Princess Celestia!" the guard cried. His eyes narrowing the dark coated pegasus snorted and charged the centaur in the center of the room.

Scorpan unleashed another mystical chain from somewhere – it trapped the pegasus guard and halted him mid-charge. "Perhaps this one will suffice, master," he said.

Tirac laughed mirthlessly as he raised his right hand again and unleashed a burst of transformative magic.

The pegasus trapped by the magical chain writhed and bucked trying to escape – his eyes widened in fear – he was engulfed in flames of shadow and his body grew larger. Heavier. The golden armor worn by the guards of Celestia's palace buckled and tore asunder as what was once a pegasus became a massive, scaled creature, it was not a dragon, but something similar.

It let out a pained roar and then knelt down in supplication to Tirac.

Tirac turned to the other Alicorn and studied her briefly.

"Do you want me to ensnare her?" Scorpan asked.

"No," Tirac decided. "Go, little princess, gather what hope you think you possess, for I will unfortunately have need of your assistance if I am to reclaim my Rainbow of Darkness from Nightmare Moon, so," Tirac paused and smiled showing off his fangs. "Flee, flee in terror and spread the word, Tirac now controls this kingdom and soon will rule all of Equestria!" he declared loudly as he trotted up to Celestia's throne and sat down in it.

Fearfully Princess Luna leapt into the sky and rushed out of a nearby window.

Scorpan ensnared the rest of the unconscious guards in chains and watched as Tirac transformed them into his Dryodans.

Spike remained unconscious on the floor – oblivious to the danger he was in.

Tirac touched the gemstone he'd used to travel here briefly and laughed wickedly. "Soon, Equestria will be under my power," he said with certain conviction in his tone.

"But, master, what of the little ponies and their magic?" Scorpan wondered.

"What of it?" Tirac snapped grinding his teeth together and sneering at Scorpan. "I have banished Celestia to another realm! No pony in this dimension will have the power to unseat me from the throne!" he shouted rising to his hooves and twisting Canterlot Castle with his magic into something more suitable for Equestria's new ruler.

Sharp spikes erupted from the spires and towers, the waterfalls changed from ordinary water into a black flowing sludge and vicious dark clouds began to fill the sky – ugly stone statues replaced those of Princess Celestia or her sister – the ponies of Canterlot city watched in horror as the castle was made grotesque and fearful.

* * *

Princess Celestia appeared in a dark forest – her body ached from the forced separation with her realm – and she collapsed to the hard cool ground of the alien dimension. Around her strange giant mushrooms protected her from a wild thunderstorm.

Celestia could barely concentrate. She knew she should not stay in this spot, but she couldn't move – her body was too sore – her magic felt scattered. Lost. She was no longer connected to the great powers which allowed her to govern the sun of Equestria.

Closing her eyes she promised herself she wouldn't stay there too long. But as her eyes closed and her breathing grew stiller she tumbled into a blissful rest so that she might heal herself.

Nose twitching a tiny rabbit – oddly enough wearing pants with suspenders – hopped out of the forest of mushrooms. It approached the still pony and reached a paw up to her forehead – she was hurting and in pain, but she was alive.

The rabbit studied her briefly with some concern and then rushed off to go find help.

And Celestia slept the dreamless sleep of one who sought to heal both body and soul.

**To Be Continued…**


End file.
